Range Resources Limited Notice of AGM and Independent Expert's Report (5979R)

TIDMRRL

RNS Number : 5979R

Range Resources Limited

30 October 2019

NOTICE OF AGM AND INDEPENT EXPERT'S REPORT

Range, an international company with oil and gas projects and oilfield service businesses in Trinidad and Indonesia, today releases its Notice of Meeting and Independent Expert's Report (IER). A copy of the full Notice of Meeting and IER is available on the Company's website:

http://www.rangeresources.co.uk/investors/shareholder-information/shareholder-meetings/

Notice of Annual General Meeting

Notice is given that the Meeting will be held at:

   Time:                  10.00am (GMT) 
   Date:                  29 November 2019 
   Place:                 Uncommon, 1 Long Lane, London, United Kingdom, SE1 4PG 

Independent Expert's Report: Shareholders should carefully consider the Independent Expert's Report prepared for the purposes of Shareholder approval required under ASX Listing Rule 10.1 (refer to Resolution 4). The Independent Expert's Report comments on the fairness and reasonableness of the Proposed Transaction to the non-associated Shareholders. The Independent Expert has determined the Proposed Transaction is FAIR AND REASONABLE to the non-associated Shareholders.

Important

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7:00pm (AEDST) on 27 November 2019.

Business of the Meeting

Agenda

   1.         Financial Statements and Reports 

To table and consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2019, which includes the Financial Report, the Directors' Report, the Remuneration Report and the Auditor's Report.

   2.         Resolution 1 - Adoption of Remuneration Report 

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Annual Report for the financial year ended 30 June 2019."

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition: A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

   (b)                a Closely Related Party of such a member. 

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

   (b)                the voter is the Chair and the appointment of the Chair as proxy: 
   (i)           does not specify the way the proxy is to vote on this Resolution; and 

(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

   3.         Resolution 2 - Re-election of Director - Mr Lubing Liu 

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of clause 13.2 of the Constitution and for all other purposes, Mr Lubing Liu, a Director, retires by rotation, and being eligible, is re-elected as a Director."

   4.         Resolution 3 - Election of Director - Dr Mu (Robin) Luo 

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of clause 13.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Dr Mu (Robin) Luo, a Director who was appointed as an additional Director on 11 January 2019, retires, and being eligible, is elected as a Director."

   5.         Resolution 4 - Approval of the Proposed Transaction 

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 10.1 and for all other purposes, approval is given for the sale by West Indies Exploration Company Limited of 100% of the issued share capital of Range Resources Trinidad Limited to LandOcean Hong Kong Investment Group Limited on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a party to the Proposed Transaction or any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Independent Expert's Report: Shareholders should carefully consider the report prepared by the Independent Expert for the purposes of Shareholder approval under ASX Listing Rule 10.1. The Independent Expert's Report comments on the fairness and reasonableness of the Proposed Transaction the subject of this Resolution to the non-associated Shareholders of the Company. The Independent Expert has concluded that the Proposed Transaction the subject of this Resolution is FAIR AND REASONABLE to non-associated Shareholders in the Company. A copy of the Independent Expert's Report is available on the Company's website (www.rangeresources.co.uk). If requested by a Shareholder, the Company will send to a Shareholder a hard copy of the Independent Expert's Report at no cost.

   6.         Resolution 5 - Consolidation of capital 

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, pursuant to section 254H of the Corporations Act, clause 10.1(b) of the Constitution, ASX Listing Rules 7.20, 7.21 and 7.22.1 and for all other purposes, all Securities be consolidated at a ratio of 100:1 and where this Consolidation results in a fraction of a Security being held, the Company be authorised to round that fraction up to the nearest whole Security."

   7.         Resolution 6 - Change of Company name 

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That, for the purposes of section 157(1)(a) of the Corporations Act and for all other purposes, approval is given for the name of the Company to be changed to Star Phoenix Group Ltd."

Dated: 28 October 2019

By order of the Board

Evgenia Bezruchko

Company Secretary

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

   --                 each Shareholder has a right to appoint a proxy; 
   --                 the proxy need not be a Shareholder of the Company; and 

-- a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

   --                 if proxy holders vote, they must cast all directed proxies as directed; and 

-- any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

United Kingdom (CREST Voting Instruction)

DI Holders in CREST may transmit voting instructions by utilising the CREST voting service in accordance with the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take appropriate action on their behalf.

In order for instructions made using the CREST voting service to be valid, the appropriate CREST message (a "CREST Voting Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com/CREST).

To be effective, the CREST Voting Instruction must be transmitted so as to be received by the Company's agent (3RA50) no later than 25 November 2019 at 5.00pm (GMT). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the Company's agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST. DI Holders in CREST and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions. It is the responsibility of the DI Holder concerned to take (or, if the DI Holder is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that the CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST voting service by any particular time.

In this connection, DI Holders and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

United Kingdom (Form of Instruction)

DI Holders are invited to attend the Meeting but are not entitled to vote at the Meeting. In order to have votes cast at the Meeting on their behalf, DI holders must complete, sign and return the Forms of Instruction forwarded to them along with the Notice to the Company's agent, Computershare UK, by 25 November 2019 at 5.00pm (GMT).

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company by telephone on [phone] or [phone].

Explanatory Statement

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

   1.         Annual Report 

Shareholders will be offered the opportunity to discuss the Annual Report at the Meeting. The Company will not provide a hard copy of the Annual Report to Shareholders unless specifically requested to do so. The Annual Report is available on its website at www.rangeresources.co.uk.

There is no requirement for Shareholders to approve the Annual Report. However, the Chair will allow a reasonable opportunity for Shareholders to ask questions or make comments about the Annual Report and the management of the Company. Shareholders will also be given an opportunity to ask the auditor questions as permitted by the Corporations Act.

   2.         Resolution 1 - Adoption of Remuneration Report 
   2.1         General 

The Corporations Act requires that at a listed company's annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company's remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors' report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

   2.2         Voting consequences 

The vote on Resolution 1 is advisory only and does not bind the Company or its directors. However, the Board will actively consider the outcome of the vote and comments made by Shareholders on the Remuneration Report when reviewing the Company's future remuneration policies and practices.

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company's annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

   2.3         Previous voting results 

At the Company's previous annual general meeting the percentage of votes cast against the remuneration report considered at that annual general meeting was less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

   2.4         Requirements following removal from the official list of ASX 

As announced on 24 October 2019, the Company formally applied to ASX requesting that ASX remove the Company from the official list of ASX (Official List) pursuant to ASX Listing Rule 17.11 and ASX accepted its application and resolved to remove the Company from the Official List at the close of trading on 25 November 2019. Following this date, there will no longer be a requirement to put this resolution relating to the Company's remuneration report to Shareholders at each future annual general meeting.

   3.         Resolution 2 - Re-election of Director - Mr Lubing Liu 
   3.1         General 

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Mr Lubing Liu, who has served as a director since 16 June 2016 and was last re-elected on 30 November 2017, retires by rotation and seeks re-election.

   3.2         Qualifications and other material directorships 

Mr Lubing Liu has 24 years of global experience in petroleum exploration, development, production, joint venture operations and new ventures. Prior to joining Range, Mr Liu held various subsurface leader roles, including Chief Reservoir Engineer with Melbana Energy Limited, Vice President of Exploration and Petroleum Technology with Sinopec East Puffin Pty Ltd, and petroleum engineering leader roles with other international exploration and production and energy service companies including ConocoPhillips, CNOOC, Woodside, RPS and LR. Mr Liu is experienced in petroleum engineering and has extensive IOR/EOR (waterflood inclusive) and gas cycling experience having worked at the Xijiang24-3/30-2/24-1 oilfields, Liuhua 11-1 oilfield and Penglai oilfield in China, the Chinguetti oilfield in Mauritania, Block 95 in Peru, Goodwyn gas field, Thylacine & Geographe gas field and Longtom gas field in Australia. Mr Liu holds a BSc in Petroleum Engineering from the Southwest Petroleum University, China. He is a Member of the Society of Petroleum Engineers.

   3.3         Independence 

If elected the Board considers Mr Lubing Liu will not be an independent director.

   3.4         Board recommendation 

The Board (other than Mr Lubing Liu abstaining because of his interest in this Resolution) recommends that Shareholders vote FOR this Resolution.

   4.         Resolution 3 - Election of Director - Dr Mu (Robin) Luo 
   4.1         General 

The Constitution allows the Directors to appoint at any time a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to the Constitution and ASX Listing Rule 14.4, any Director so appointed holds office only until the next following annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Dr Mu (Robin) Luo, having been appointed by other Directors on 11 January 2019 in accordance with the Constitution, will retire in accordance with the Constitution and ASX Listing Rule 14.4 and being eligible, seeks election from Shareholders.

   4.2         Qualifications and other material directorships 

Dr Luo is a senior oil and gas professional with 36 years' experience working for leading international E&P and oilfield services companies. He has worked on various giant conventional and unconventional projects across all levels from research to operations. He is currently a principal development geophysicist to Inpex Corporation, leading a multi-billion Ichthys LNG project in Australia. Prior to that, he held principal roles with Sinopec Oil and Gas, PGS, Japan Petroleum Exploration Company Limited, and Japan Oil, Gas and Metals National Corporation.

Dr Luo holds a PhD in Exploration Geophysics from the Curtin University, Australia; MSc in Geophysics from the University of Queensland, Australia; and BSc in Geophysics from the Petroleum University of China. He is a member of the Australian Society of Exploration Geophysicists, the European Association of Geoscientists and Engineers, and the Society of Exploration Geophysicists.

   4.3         Independence 

If elected the Board considers Dr Mu (Robin) Luo will be an independent director.

   4.4         Board recommendation 

The Board (other than Dr Mu (Robin) Luo abstaining because of his interest in this Resolution) recommends that Shareholders vote FOR this Resolution.

   5.         Background to Proposed Transaction 
   5.1         General 

As announced to ASX on 3 September 2019, West Indies Exploration Company Limited (a wholly owned subsidiary of the Company) (WIECL) entered into a sale and purchase agreement (Sale and Purchase Agreement) with LandOcean Hong Kong Investment Holding Group Limited (a wholly owned subsidiary of LandOcean) (LandOcean Hong Kong) for the sale of 100% of the issued share capital of Range Resources Trinidad Limited (RRTL) in exchange for: offsetting all outstanding debt and payables due from the Company and its subsidiaries to the LandOcean Group (including the US$20,000,000 face value owing in relation to the Convertible Notes); and cash consideration of US$2,500,000 (Proposed Transaction).

The Proposed Transaction requires the approval of Shareholders at the Meeting under ASX Listing Rule 10.1. The Company is required to engage an independent expert to advise Shareholders whether the Proposed Transaction is fair and reasonable to the non-associated Shareholders.

The Proposed Transaction is conditional on, amongst other things, Shareholder approval. Resolution 4 seeks Shareholder approval for the Proposed Transaction.

A summary of the key terms of the Sale and Purchase Agreement is set out in Section 5.2.

   5.2         Sale and Purchase Agreement 

The key terms of the Sale and Purchase Agreement are as follows:

(a) (Sale and Purchase): WIECL has agreed to sell 100% of the issued share capital of RRTL (RRTL Shares) and LandOcean Hong Kong has agreed to purchase the RRTL Shares, with full title guarantee, free from encumbrances for the consideration described in paragraph (b) below, on the terms and conditions set out in the Sale and Purchase Agreement.

(b) (Consideration): The consideration payable by LandOcean Hong Kong for the RRTL Shares is the payment of US$2,500,000, payable as follows:

(i) US$500,000 to be paid upfront as a deposit (Deposit). The Deposit shall be paid or released as follows:

(A) In the event that the Sale and Purchase Agreement terminates due to the shareholders of the Company or LandOcean, or Heritage Petroleum Company Limited and/or the Minister of Energy and Energy Industries of Trinidad and Tobago (if applicable) not approving the Proposed Transaction, or the Company not waiving and releasing any outstanding loans, balances or any other amount due and/or payable from RRTL to the Company (or any of its affiliates) as at Completion, the Deposit (together with any accrued interest) shall be paid to LandOcean Hong Kong by WIECL within 10 business days of such termination.

(B) In all other circumstances of termination under the Sale and Purchase Agreement, the Deposit (together with any accrued interest) shall be immediately released to WIECL upon such termination.

(C) In the event of completion of the Proposed Transaction (Completion), the Deposit (together with any accrued interest) shall immediately be released to WIECL upon Completion.

(ii) US$1,000,000 to be paid to WIECL within 5 business days of the shareholders of LandOcean approving the Proposed Transaction (First Payment). The First Payment shall be paid or released in the circumstances outlined in paragraphs (A) to (C) above.

(iii) US$1,000,000 to be paid to WIECL within 5 business days of the date of Completion.

(c) (Outstanding Group Debt): The parties agree that the Balance Consideration (an amount equal to the total amount of the Outstanding Group Debt at Completion) due and payable by LandOcean Hong Kong to WIECL on Completion shall be offset with, and in full and final satisfaction in repayment of, the amount outstanding amounts due from the Company (and its affiliates) to LandOcean (and its affiliates) (Outstanding Group Debt),

(d) (Conditions Precedent): Completion of the Proposed Transaction is subject to satisfaction (or waiver) of the following conditions precedent by 30 June 2020 (or such other date as the parties may agree) (End Date):

(i) the shareholders of the Company approving, in general meeting, the Proposed Transaction;

(ii) the shareholders of LandOcean approving, in general meeting, the Proposed Transaction;

(iii) the approval (or deemed approval) of the Proposed Transaction by Heritage Petroleum Company Limited and/or the Minister of Energy and Energy Industries of Trinidad and Tobago (if applicable); and

(iv) the Company waiving and releasing any outstanding loans, balances or any other amount due and/or payable from RRTL to the Company (or any of its affiliates) at Completion.

(together, the Conditions Precedent).

(e) (Termination): Either party may terminate the Sale and Purchase agreement if the Conditions Precedent are not satisfied (or waived) by the End Date, or the other party does not fully comply their obligations under the Sale and Purchase Agreement at or prior to Completion in any material respect.

   5.3         RRTL overview 

RRTL holds interests in all of the Company's oil and gas licences in Trinidad (onshore), namely Morne Diablo, South Quarry, Beach Marcelle (where RRTL holds a 100% interest), and St Mary's (where RRTL holds an 80% interest). Further information about RRTL and its assets is set out in the Independent Expert's Report in Annexure A.

   5.4         Advantages of the Proposed Transaction 

The Directors are of the view that the following non-exhaustive list of advantages may be relevant to a Shareholder's decision on how to vote on Resolution 4:

(a) the Proposed Transaction provides the Company with the opportunity to discharge all outstanding debt and payables due from the Company and its subsidiaries to the LandOcean Group (approximately US$91,500,000 as at 30 June 2019);

(b) the consideration payable to LandOcean under the Sale and Purchase Agreement is cash, accordingly, Shareholders interest in the Company will not be diluted as a result of the Proposed Transaction; and

(c) the Company will not have to continue funding the costs for development of the assets held by RRTL, which has previously lead to dilution of Shareholders interests in the Company or the Company needing to obtain debt funding and then servicing repayments associated with those facilities or both.

   5.5         Disadvantages of the Proposed Transaction 

The Directors are of the view that the following non-exhaustive list of disadvantages may be relevant to a Shareholder's decision on how to vote on Resolution 4:

(a) the Company will no longer benefit from the revenue producing assets held by RRTL; and

(b) the Company remaining assets, oil and gas interests in Indonesia and its oilfield services in Trinidad do not currently include any producing assets.

   5.6         Pro forma balance sheet 

An unaudited pro-forma balance sheet of the Company following completion of the Proposed Transaction prepared using the audited 30 June 2019 financial information of the Company and on the basis of the accounting policies normally adopted by the Company is set out in Schedule 1.

The pro-forma balance sheet has been prepared for illustrative purposes only and shows the effect of the transactions described in the notes and assumptions to that pro-forma balance sheet as if they had occurred as at 30 June 2019.

The historical and pro-forma financial information is presented in abbreviated form, insofar as it does not include all of the disclosure required by the Australian Accounting Standards applicable to annual financial statements. The unaudited pro-forma balance sheet should be read in conjunction with the historical financial statements of the Company.

   5.7         Capital structure 

On completion of the Proposed Transaction, all outstanding debt and payable from the Company and its subsidiaries to the LandOcean Group will be discharged, including the US$20,000,000 face value owing in relation to the Convertible Notes. Accordingly, on completion of the Proposed Transaction, there will be no Convertible Notes on issue, but otherwise the Proposed Transaction will have no effect on the Company's capital structure.

   5.8         Intentions if the Proposed Transaction is completed 

Following completion of the Proposed Transaction, the Company intends to continue with its oil and gas interests in Indonesia and its oilfield services in Trinidad as well as evaluating new acquisition opportunities.

   5.9         Intentions if the Proposed Transaction is not completed 

If Resolution 4 is not passed or any of the other conditions precedent not satisfied (or waived if permitted), the Proposed Transaction will not complete and the Company will consider alternative options available to it for restructuring its Outstanding Group Debt.

   6.         Resolution 4 - Approval of the Proposed Transaction 
   6.1         General 

As outlined in Section 5.1, the Company has entered into the Sale and Purchase Agreement in relation to the Proposed Transaction.

The Company is required to obtain Shareholder approval under ASX Listing Rule 10.1 in order to complete the Proposed Transaction. Resolution 4 seeks Shareholder approval for the purposes of ASX Listing Rule 10.1 for the acquisition of a substantial asset from a substantial holder of the Company.

   6.2         ASX Listing Rule 10.1 

ASX Listing Rule 10.1 provides that an entity must ensure that neither it, nor any of its child entities, acquires a substantial asset from, or disposes of a substantial asset to, amongst other persons, a related party of the entity, a substantial holder or one of its associates, without the prior approval of holders of the entity's ordinary shareholders.

Disposal

Completion of the Proposed Transaction will result in a disposal by the Company.

Substantial asset

For the purposes of ASX Listing Rule 10.1, an asset is substantial if its value, or the value of the consideration for it is, or in ASX's opinion is, 5% or more of the equity interest of the entity as set out in the latest accounts given to ASX under the ASX Listing Rules.

The equity interests of the Company as defined by the ASX Listing Rules and as set out in the latest accounts given to ASX under the ASX Listing Rules prior to entry into the Sale and Purchase Agreement (being for the financial year ending 30 June 2018 were US$976,049). A substantial asset is therefore an asset of value greater than US$48,802.45.

The value of the consideration for RRTL is greater than 5% of the equity interests of the Company as at 30 June 2019, and it is therefore considered a "substantial asset" of the Company for the purposes of ASX Listing Rule 10.2.

Accordingly, the Proposed Transaction is a disposal of a substantial asset.

Substantial holder

For the purposes of ASX Listing Rule 10.1, a substantial holder is a person who has a relevant interest (either director or through its associated) or has at any time in the six months before the transaction, in at least 10% of the total votes attaching to the voting securities of the Company.

As at the date of entering the Sale and Purchase Agreement, LandOcean held (and still holds) a relevant interest of 14.76% in the Company and is therefore a substantial holder for the purpose of ASX Listing Rule 10.1.

LandOcean HongKong is an associate of LandOcean by virtue of being a wholly owned subsidiary of LandOcean.

Requirement for Shareholder approval

As a result of the above conclusions, completion of the Proposed Transaction will result in the disposal by a child entity of the Company to an associate of a substantial holder of the Company and the Company is therefore required to seek Shareholder approval under ASX Listing Rule 10.1.

   6.3         Independent Expert's Report 

ASX Listing Rule 10.10.2 requires a notice of meeting containing a resolution under ASX Listing Rule 10.1 to include a report on the transaction from an independent expert.

The Independent Expert's Report set out in Annexure A sets out a detailed independent examination of the Proposed Transaction to enable non-associated Shareholders to assess the merits and decide whether to approve the Proposed Transaction the subject of Resolution 4.

To the extent that it is appropriate, the Independent's Expert's Report sets out further information with respect to the Proposed Transaction and concludes that it is FAIR AND REASONABLE to the non-associated Shareholders.

Shareholders are urged to carefully read the Independent Expert's Report to understand its scope, the methodology of the valuation and the sources of information and assumptions made.

   7.         Resolution 5 - Consolidation of capital 
   7.1         Purpose 

The purpose of the Consolidation is to implement a more appropriate capital structure for the Company going forward.

   7.2         Legal requirements 

Section 254H of the Corporations Act provides that a company may, by resolution passed in a general meeting, convert all or any of its shares into a larger or smaller number. This is also provided for by clause 10.1(b) of the Constitution.

ASX Listing Rule 7.22.1 provides that, in a consolidation of capital, the number of options must be consolidated in the same ratio as the ordinary capital and the exercise price must be amended in inverse proportion to that ratio.

ASX Listing Rule 7.21 provides than an entity with convertible securities on issue (such as Convertible Notes) may only reorganise its capital if the number of securities, or the conversion price, or both is reorganised so that the holder of the convertible securities will not receive a benefit that holders of ordinary shares do not receive.

As announced on 24 October 2019, the Company formally applied to ASX requesting that ASX remove the Company from the official list of ASX (Official List) pursuant to ASX Listing Rule 17.11 and ASX accepted its application and resolved to remove the Company from the Official List at the close of trading on 25 November 2019. Following this date, ASX Listing Rules 7.22.1 and 7.21 will no longer apply to the Company, however, the Options and Convertible Notes will still be consolidated in a manner consistent with these rules in accordance with their respective terms and conditions.

   7.3         Fractional entitlements 

Not all Security holders will hold that number of Securities which can be evenly divided by 100. Where a fractional entitlement occurs, the Company will round that fraction up to the nearest whole Security.

   7.4         Taxation 

It is not considered that any taxation implications will exist for Security holders arising from the Consolidation. However, Security holders are advised to seek their own tax advice on the effect of the Consolidation and neither the Company, nor its advisers, accept any responsibility for the individual taxation implications arising from the Consolidation.

   7.5         Holding statements or certificates 

Following the Company's removal from the Official List scheduled for 25 November 2019, Shares will no longer be held in uncertificated mode and instead Shareholders will be issued share certificates confirming their Share holdings.

From the date two Business Days after the Consolidation is approved by Shareholders, all holding statements or certificates (as applicable) for Securities will cease to have any effect, except as evidence of entitlement to a certain number of Securities on a post-Consolidation basis.

After the Consolidation becomes effective, the Company will arrange for new certificates for Securities to be issued to holders of those Securities.

It is the responsibility of each Security holder to check the number of Securities held prior to disposal or exercise (as the case may be).

   7.6         Effect on capital structure 

The effect which the Consolidation will have on the Company's capital structure (ignoring the effect of rounding of fractional entitlements on an individual Security holder basis) is set out in the table below which assumes the Company does not issue any additional Shares whether from a new issue or on conversion of Convertible Notes, or exercise of Options and no Options expire.

 
 Capital Structure                Shares      Options(1)   Convertible Notes(2) 
 As at the date 
  of this Notice             11,780,598,407   30,000,000        20,000,000 
                            ---------------  -----------  --------------------- 
 Sub-total                   11,780,598,407   30,000,000        20,000,000 
                            ---------------  -----------  --------------------- 
 Post 100:1 Consolidation 
  of Securities 
  (Resolution 
  7)                           117,805,984     300,000           200,000 
                            ---------------  -----------  --------------------- 
 Completion of 
  all Resolutions              117,805,984     300,000           200,000 
                            ---------------  -----------  --------------------- 
 

Notes:

   1.         The terms of these Options are set out in the table below. 

Pre-Consolidation

 
 Terms                                                 Number 
 Options exercisable at GBP0.01 on or before 
  30 March 2020 (subject to vesting conditions)    30,000,000 
                                                  ----------- 
 Total                                             30,000,000 
                                                  ----------- 
 

Post-Consolidation

 
 Terms                                            Number 
 Options exercisable at GBP1.00 on or before 
  on or before 30 March 2020 (subject to 
  vesting conditions)                            300,000 
                                                -------- 
 Total                                           300,000 
                                                -------- 
 
 

75,000 Options are not subject to vesting conditions. 75,000 Options will vest and become exercisable upon the Company reaching production of 1,500 barrels of oil per day for a continuous 15-day period in Trinidad. 75,000 will vest and become exercisable upon the Company reaching production of 2,500 barrels of oil per day for a continuous 15-day period in Trinidad. 75,000 will vest and become exercisable upon the Company reaching production of 4,000 barrels of oil per day for a continuous 15-day period in Trinidad.

2. Each Convertible Note has a face value of US$1.00, an annual interest rate of 8%, a conversion price of GBP0.0088 (on a pre-Consolidation basis) and a maturity date of the earlier of 30 June 2020 and the date on which completion occurs under the Sale and Purchase Agreement, as announced to ASX on 3 September 2019. The holder of the Convertible Notes has agreed not to convert any Convertible Notes during the term of the Sale and Purchase Agreement. The Consolidation will have no effect on the annual interest rate of each Convertible Note though the face value and conversion price of each Convertible Note will be increased to US$100 and GBP0.88 respectively. The full terms and conditions of the Convertible Notes are set out in the Company's notice of general meeting released to ASX on 1 February 2019 and as varied in relation to an extension of the maturity date and the deferral of conversion rights during the term of the Sale and Purchase Agreement as announced to ASX on 3 September 2019.

   7.7         Indicative timetable 

If Resolution 5 is passed, the reduction of capital will take effect in accordance with the following timetable:

 
 Action                                                         Date 
 Company announces Consolidation and sends           31 October 2019 
  out Notice of Meeting. 
                                                   ----------------- 
 Shareholders approve the Consolidation.            29 November 2019 
                                                   ----------------- 
 Last day for Company to register transfers          4 December 2019 
  on a pre-Consolidation basis. 
                                                   ----------------- 
 Last day of dealing in the existing ordinary 
  shares on AIM. 
                                                   ----------------- 
 Consolidation record day. 
                                                   ----------------- 
 First day for Company to send notice to             5 December 2019 
  each holder of the change in their details 
  of holdings. 
                                                   ----------------- 
 First day for the Company to register Securities 
  on a post-Consolidation basis and first 
  day for issue of share certificates. 
                                                   ----------------- 
 Admission day of the new consolidated ordinary 
  shares on AIM. 
 Day that CREST accounts are credited with 
  DIs. 
                                                   ----------------- 
 
   8.         Resolution 6 - Change of Company name 

Section 157(1)(a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.

Resolution 6 seeks the approval of Shareholders for the Company to change its name to "Star Phoenix Group Limited". The Board proposes this change of name on the basis that it more accurately reflects the proposed future operations of the Company.

If Resolution 6 is passed the change of name will take effect when ASIC alters the details of the Company's registration.

The proposed name has been reserved by the Company and if Resolution 6 is passed, the Company will lodge a copy of the special resolution with ASIC following the Meeting in order to effect the change.

Glossary

$ means Australian dollars.

GBP means the official currency of the United Kingdom.

AEDST means Australian Eastern Daylight Saving Time as observed in Sydney, New South Wales.

AIM means the market of that name operated by the London Stock Exchange.

AIM Rules means the AIM Rules for Companies published by the London Stock Exchange, as amended from time to time.

Annual General Meeting or Meeting means the meeting convened by the Notice.

Annual Report means the Directors' Report, the Financial Report and Auditor's Report in respect to the financial year ended 30 June 2019.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Auditor's Report means the auditor's report on the Financial Report.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party has the meaning in section 9 of the Corporations Act.

Company means Range Resources Limited (002 522 009).

Consolidation means the consolidation of Securities the subject of Resolution 5.

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Directors' Report means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

DI Holder means a holder of depositary interests representing Shares which are electronically listed for trading on AIM and issued by Computershare Investor Services plc which holds legal title to the underlying Shares.

Explanatory Statement means the explanatory statement accompanying the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act of the Company and its controlled entities.

GMT means Greenwich Mean Time.

Independent Expert means Moore Stephens Perth Corporate Services Pty Ltd (ACN 058 626 403 / AFSL 240773).

Independent Expert's Report means the report prepared by the Independent Expert included in Annexure A.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

LandOcean means LandOcean Energy Services Co. Ltd, a company incorporated in the People's Republic of China.

LandOcean Hong Kong means the Company's wholly owned subsidiary, LandOcean Hong Kong Investment Holding Group Limited (a company incorporated under the laws of Hong Kong).

LandOcean Group means LandOcean and its subsidiaries.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Proposed Transaction has the meaning given to it in Section 5.1.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors' Report.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

RRTL means Range Resources Trinidad Limited.

Sale and Purchase Agreement or SPA means the sale and purchase agreement between WIECL (a wholly owned subsidiary of the Company) and LandOcean Hong Kong (a wholly owned subsidiary of LandOcean) for the sale of 100% of the issued share capital of RRTL, as announced to ASX on 3 September 2019.

Section means a section of the Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

US$ means United States dollars.

WIECL means the Company's wholly owned subsidiary, West Indies Exploration Company Limited (a company incorporated under the laws of the Republic of Trinidad and Tobago).

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

END

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(END) Dow Jones Newswires

October 30, 2019 04:01 ET (08:01 GMT)